Terms and Conditions
Unless otherwise stated, all orders present and future are accepted on these terms, which override and exclude any other terms stipulated or incorporated or referred to by the Buyer/Seller, whether in the order or in any negotiations, and any course of dealing established between Clares and the buyer.
The Buyer acknowledges that there are no representations outside these terms, which have induced the Buyer to enter into the contract, and these terms shall constitute the entire understanding between the parties for the sale of the Goods or Services supplied. No modification of these terms shall be effective unless made by an express written agreement between the parties. If any of these conditions is held by any competent authority to be unlawful, invalid or unenforceable in whole or in part then the validity of the other provisions of these conditions and the remainder of the provision in question shall not be affected thereby and shall continue to be valid and enforceable to the fullest extent permitted by law. These terms and conditions do not affect your statutory rights as provided under the law of England and Wales, and all parties agreed to be bound by such laws.
All prices, descriptions, illustrations stated in any Clares catalogue, sales literature, price lists or other documentation (issued by Clares from time to time in whatever form and on whatever media) may be altered by the Company at any time without giving notice to the customer.
Special Goods or Services are in essence items, which are not supplied as standard, un-returnable, may require a unique process to manufacture and supply or not advertised in the Clares catalogue.
The price (unless specifically negotiated) shall be as stated in the Clares standard list pricing or any other media at the time the order is given. All prices are quoted inclusive of carriage or freight to the Buyers address within mainland Britain unless otherwise specified. Deliveries outside the United Kingdom will be on carriage or freight basis, unless otherwise specifically agreed.
The Buyer may not cancel any Order without the express consent of Clares in writing, unless the Buyer has been notified of a delay in delivery due to force majeure.
All delivery dates are estimates only; Clares shall use its reasonable endeavors to meet delivery dates. Clares will not be held responsible when prevented from or hindered in delivering the Goods or Services by reason of force majeure. Clares will where reasonably possible inform the Buyer of any delayed deliveries caused by forced majeure circumstances. Same day delivery may be made subject to force majeure, the item being in stock, unsold and any applicable carriage charges applied. If delivery of any Goods or Services has not been made within reasonable period post force majeure, the Buyer shall be entitled to cancel its order. Clares shall in no circumstances be liable to compensate the Buyer in damages or otherwise for late delivery or non-delivery of the Goods or Services for whatever reason or for any loss. Where the Goods or Services have been prepaid, Clares will provide a full refund of the Goods or Services not delivered or provided. Delivery shall be deemed to have taken place when the Goods have been delivered to the Buyers requested delivery address.
Payment for Goods or Services shall be made strictly within 30 days from the date of invoice unless otherwise stated.
Account Customers: payment for Goods or Services shall be made strictly within 30 days from the date of invoice unless otherwise stated.
Non-Account Customers: payment terms are 25% deposit with order, balance prior to delivery unless otherwise stated. Clares shall also (without prejudice to any other right or remedy available to it) be entitled to retain the deposit paid should the Purchaser seek to cancel or fail to complete the purchase of Goods or Services. No cash or other discount will be allowed unless otherwise stated.
If the Buyer is overdue with any payment, Clares may cancel or suspend delivery of any other order. Clares may demand forthwith by notice to the Buyer, the whole of the price of all Goods or Services purchased or agreed to be purchased by the Buyer and may cancel all outstanding Orders for the Goods on the happening of the following events:
Commencement of the winding up of the Buyer.
Commission by the Buyer of an act of Bankruptcy.
Appointment of a receiver of any asset of the Buyer, or of an administrative received of the Buyer, or the levying of any distress or execution on any asset of the Buyer.
The Buyer ceasing or threatening to cease to carry on business.
The Buyer enters into a voluntary arrangement, seeks composition with its creditors or call a creditors meeting.
Time for payment for the Goods or Services shall be of the essence.
Interest on any outstanding sums will be charged at a rate of 2% per month. In addition, if the Buyer is in default with payments Clares shall be entitled to suspend work, or withhold further deliveries until full settlement is received.
PAYMENT OF ACCOUNT
All Payments and Remittance Advice should be sent to:
Unit D1, Voyager Park, Portfield Road, Portsmouth, Hampshire, PO3 5FN - Tel: 023 9262 3000 - Fax: 023 9262 3018
Bank details for Direct Payments:
HSBC PLC, 312 London Road, Waterlooville, Hampshire, PO7 7DX
Account no: 21051601 - Sort code: 40-45-26 - Account: Clares Office Supplies Ltd
All cheques must be payable to Clares Office Supplies Ltd
30-DAY FREE TRIAL
Where agreed between the Buyer and Clares, Clares will supply the item for approval for a maximum period of 30 days. Should the approval item be damaged whilst in the possession of the buyer the buyer will pay Clares the full purchase value of the said item unless otherwise stated.
COPYRIGHT AND ARTWORK
The company assumes that by passing artwork etc. to them the Buyer has the legal right to the property in it and requires the Buyer to indemnify the Company from all and any claims arising from alleged breach of Copyright etc. The company under no circumstances will accept any actions against itself whether Direct, Conjoined or ex parte, and Clares accepts no liability from Buyer’s mistakes or transgressions in this (or any other) field.
All agreed terms are subject to sight of Artwork, if any. Artwork will not be sent to print without confirmation either verbal or written. The company will take no responsibility for any problems with artwork after approval and confirmation to send to print. If the artwork is not correct after approval the Buyer will incur all costs for the re-printing of the product, if required. All deadlines are based on the date the artwork is approved by the Buyer not the date of the order confirmation. If the artwork is not approved in time to meet the deadline the Company will take no responsibility for late deliveries. All unique artwork created by the company remains the sole property of the Company and cannot be used by the Buyer without written permission from the company. A charge may be implemented to release the artwork to be used outside of the Company.
It shall not constitute a material breach, and neither part shall lose any rights or be liable to the other party for damages or losses. On account of failure of performance, if the failure is a result of a natural disaster, national emergency, the act or omission of a third party, or similar even outside of a party’s control.
The Buyer shall indemnify Clares in respect of all damage, injury or loss occurring to any person or property and against all actions, suits, claims, demands, charges, or expenses in connection therewith arising from the condition or use of the goods in the event (and to the extent) that the damage, injury or loss shall have been occasioned partly or wholly by the carelessness of the Buyer or his servants invites or agents or by any breach by the Buyer of its obligations to Clares hereunder.
DEFECTS AND DELIVERY
Provided that the Goods have been stored in suitable conditions and used in accordance with the Manufacturer’s recommendations and for normal and proper purposes, Clares will refund to the Buyer the price of the goods or replace the Goods if the defects which under proper use appear in the goods, within it’s reasonable life time (as set out by DTI) and arise solely from faulty manufacture or materials. Provided always that defective Goods are promptly returned by the Buyer to Clares works and become the property of Clares if replaced. These terms set out Clares entire liability in respect of the Goods or Services. Clares liability under these terms shall be in lieu and to the exclusion of all other warranties, conditions, terms and liability expressed or implied statutory or otherwise in respect of the quality or the fitness for any particular purpose of the Goods or otherwise howsoever except any implied by the law which by law cannot be excluded. Save as provided in these terms Clares shall not be under any liability, whether in contract, tort or otherwise in respect of defects in the goods or failure to correspond to specification or sample or for any injury, damage or loss resulting from such defects or failure or from any work done in connection therewith. Notwithstanding the foregoing Clares liability (if any) whether in contract, tort or otherwise in respect of any defect in goods, or for any breach of the contract or any order or of any duty owed to the Buyer in connection herewith, shall be further limited in the aggregate to the price of the Goods in question.
INSPECTION OF GOODS
The Buyer shall inspect the Goods or Services provided, immediately on receipt thereof and shall within 3 working days give notice to Clares in details of any ground on which the Buyer alleges that the Goods or Services are not in accordance with the contract or are defective. If the Buyer fails to give such notice the goods shall be conclusively presumed to be in all respects in accordance with the contract and free from any defect which would be apparent on reasonable examination of the goods and the Buyer shall be deemed to have accepted the Goods or Services accordingly. In the event that the Buyer establishes to Clares reasonable satisfaction that the Goods or Services are not in accordance with the contract or are so defective the Buyers have the right to the replacement of the Goods/Services or refund if the purchase price against the return of the Goods. In the event of Goods or Services being incorrectly ordered by the Buyer, Clares reserve the right to apply a Handling Charge. In all cases where reasonably possible a Clares Delivery Note number must be quoted. Goods being returned regardless of the circumstances must where possible be in the Manufacturers unmarked original packing.
PASSING OF RISK AND PROPERTY
Risk of loss or damage to the Goods shall pass to the Buyer at the time of delivery. Clares shall not be liable for any loss of any kind to the Buyer arising from any damage to the Goods occurring after the risk has passed to the Buyer. Nor shall any liability of the Buyer to Clares be diminished or extinguished by reason of such loss. Title to the property in any Goods shall not pass to the Buyer until all sums due or owing to Clares by the Buyer of such Goods have been paid. Until payment the following provision of this Clause shall apply. The whole of the price shall not be treated as paid until any cheque, bill of exchange or other instrument of payment given by the Buyer has been met on presentation or otherwise honored in accordance with its terms. Clares may sue for the whole of the price at any time after it has become payable.
The Buyer shall not:
Pledge the Goods or documents of title thereto or allow any lien to arise thereon.
Process the Goods.
Deal with or dispose of the Goods or documents of title thereto or any interest therein, except for a sale in the normal cause of business to a customer not in the same group of companies as the buyer.
The Buyer grants full license to Clares, its servants or agents with or without vehicles to enter on to land premises of the Buyer to remove all goods and materials of Clares.
Where the company supplies goods that are printed. The company reserves the right to supply 5% above or below the quantity ordered by the Buyer. The company will make every endeavor to supply the exact quantity ordered by the Buyer but the Buyer must accept that excess material has to be printed to compensate for wastage and this cost of wastage is not included in any quotation. The Buyer must pay for any quantity of goods in excess of ordered quantity and will only pay for the quantity dispatched and at the price of the whole order.